Corporate Governance

Overview

The Boeing Company’s business is conducted by its employees, managers and corporate officers led by the chief executive officer, with oversight from the Board of Directors. The Board's Governance, Organization and Nominating Committee periodically reviews the Company's corporate governance principles and current practices.

The Board and the corporate officers recognize that the long-term interests of the company are advanced when they are responsive to the concerns of communities, customers, employees, public officials, shareholders and suppliers.

Additionally, the Board has adopted a Code of Ethical Business Conduct to focus the Board and each Director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and help to continue to foster and sustain a culture of honesty and accountability.

Board of Directors

Robert A. Bradway

Director Since 2016

Chairman and Chief Executive Officer, Amgen. Mr. Bradway has served as Chairman of Amgen Inc. (biotechnology) since January 2013 and as Chief Executive Officer since May 2012. His prior experience at Amgen includes service as President and Chief Operating Officer from May 2010 to May 2012 and as Executive Vice President and Chief Financial Officer from 2007 to 2010. Mr. Bradway also serves on the board of Norfolk Southern Corporation.

Mr. Bradway is a member of the Audit Committee and the Finance Committee.

David L. Calhoun

Director Since 2009

Senior Managing Director, Blackstone Group; Former Chairman and Chief Executive Officer, Nielsen Holdings. Mr. Calhoun has served as Senior Managing Director and Head of Private Equity Portfolio Operations of The Blackstone Group (private equity) since January 2014. Previously, Mr. Calhoun served as Chairman of the Board of Nielsen Holdings plc from January 2014 to January 2016, as Chief Executive Officer of Nielsen Holdings plc (marketing and media information) from May 2010 to January 2014, and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V. from August 2006 to January 2014. Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure. During his 26-year tenure at GE, he ran multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems. Mr. Calhoun also serves on the boards of Caterpillar Inc. and Nielsen Holdings plc.

Mr. Calhoun is Chair of the Governance, Organization and Nominating Committee and a member of the Compensation Committee.

Arthur D. Collins Jr.

Director Since 2007

Senior Advisor, Oak Hill Capital Partners; Former Chairman and Chief Executive Officer, Medtronic. Mr. Collins has served as Senior Advisor to Oak Hill Capital Partners (private equity) since April 2009. Previously, Mr. Collins served as Chairman of Medtronic, Inc. (medical device and technology) from April 2002 to August 2008. At Medtronic, he was also Chairman and Chief Executive Officer from April 2002 to August 2007, President and Chief Executive Officer from May 2001 to April 2002, President and Chief Operating Officer from August 1996 to April 2001, Chief Operating Officer from January 1994 to August 1996, and Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of Abbott from May 1984 to October 1989. Mr. Collins also serves on the boards of Arconic Inc. and U.S. Bancorp.

Mr. Collins is Chair of the Compensation Committee and a member of the Governance, Organization and Nominating Committee.

Kenneth M. Duberstein

Director Since 1997

Former White House Chief of Staff. Mr. Duberstein has served as Chairman and Chief Executive Officer of The Duberstein Group (consulting) since 1989. He was White House Chief of Staff from 1988 to 1989. Mr. Duberstein also serves on the boards of Mack-Cali Realty Corporation and The Travelers Companies, Inc.

Mr. Duberstein is Lead Director and a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

Admiral Edmund P. Giambastiani, Jr.

Director Since 2009

Seventh Vice Chairman of the U.S. Joint Chiefs of Staff; Former NATO Supreme Allied Commander Transformation; Former Commander, U.S. Joint Forces Command. Admiral Giambastiani served as Seventh Vice Chairman of the U.S. Joint Chiefs of Staff from 2005 to 2007, NATO Supreme Allied Commander Transformation from 2003 to 2005, and Commander, U.S. Joint Forces Command from 2002 to 2005. Admiral Giambastiani is a career U.S. Navy nuclear submarine officer with extensive operational experience, including command at the submarine, squadron and fleet level. His staff experience includes service as Co-Chairman of the Defense Acquisition Board and Chairman of the Joint Requirements Oversight Council. Admiral Giambastiani also serves and as a member of the board of trustees/advisory board of the Oppenheimer Funds and on the board of THL Credit, Inc.

Admiral Giambastiani is a member of the Audit Committee, the Finance Committee and the Special Programs Committee.

Lynn J. Good

Director Since 2015

Chairman, President and Chief Executive Officer, Duke Energy Corporation. Ms. Good has served as Chairman since January 2016 and as President and Chief Executive Officer of Duke Energy Corporation (electrical utility) since July 2013. Her prior experience at Duke Energy includes service as Vice Chairman from July 2013 to January 2016 and as Executive Vice President and Chief Financial Officer from July 2009 to June 2013.

Ms. Good is a member of the Audit Committee and the Finance Committee.

Lawrence W. Kellner

Director Since 2011

President, Emerald Creek Group; Former Chairman and Chief Executive Officer, Continental Airlines. Mr. Kellner has served as President of Emerald Creek Group, LLC (private equity) since 2010. Mr. Kellner served as Chairman and Chief Executive Officer of Continental Airlines, Inc. (commercial airline) from December 2004 to December 2009. He joined Continental as Chief Financial Officer in 1995 and served as President and Chief Operating Officer from March 2003 to December 2004 and as President from May 2001 to March 2003, and was a member of the board of directors from May 2001 to December 2009. Mr. Kellner serves as executive chairman of the board of Sabre Corporation and as a member of the board of Marriott International, Inc.

Mr. Kellner is Chair of the Audit Committee and a member of the Finance Committee.

Caroline B. Kennedy

Director Since 2017

Former U.S. Ambassador to Japan. Ambassador Kennedy served as U.S. Ambassador to Japan from November 2013 to January 2017. Prior to her service as an ambassador, she worked as a lawyer, author, and editor. Ambassador Kennedy also serves on the board of trustees of the United States-Japan Foundation.

Ambassador Kennedy is a member of the Audit Committee and the Finance Committee.

Edward M. Liddy

Director Since 2010

Former Chairman and Chief Executive Officer, Allstate. Mr. Liddy served as a partner at Clayton, Dubilier & Rice, LLC (private equity) from April to September 2008 and from January 2010 to December 2015. At the request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy served as Interim Chairman and Chief Executive Officer of American International Group, Inc. (insurance and financial services holding company) from September 2008 to August 2009. He served as Chairman of the Board of The Allstate Corporation (insurance) from January 1999 to April 2008. At Allstate, he also served as Chief Executive Officer from January 1999 to December 2006 and as President and Chief Operating Officer from August 1994 to December 1998. Before joining Allstate, Mr. Liddy held a number of financial and operating positions at Sears, Roebuck and Co. before being named Chief Financial Officer in 1992. Mr. Liddy also serves on the boards of 3M Company, Abbott Laboratories and AbbVie Inc.

Mr. Liddy is a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

Dennis A. Muilenburg

Director Since 2015

Chairman, President and Chief Executive Officer, Boeing. Mr. Muilenburg has served as Chairman of The Boeing Company since March 2016, as Chief Executive Officer since July 2015 and as President since December 2013. He served as Vice Chairman and Chief Operating Officer from December 2013 to July 2015. Prior to that, he served as Boeing Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security from September 2009 to December 2013. Mr. Muilenburg also serves on the board of Caterpillar Inc.

Mr. Muilenburg is Chair of the Special Programs Committee.

Susan C. Schwab

Director since 2010

Professor, University of Maryland School of Public Policy; Former U.S. Trade Representative. Ambassador Schwab has been a Professor at the University of Maryland School of Public Policy since January 2009 and a strategic advisor to Mayer Brown LLP (global law firm) since March 2010. Ambassador Schwab served as U.S. Trade Representative from June 2006 to January 2009 and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, she served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. Ambassador Schwab also serves on the boards of Caterpillar Inc., FedEx Corporation and Marriott International, Inc.

Ambassador Schwab is a member of the Audit Committee and the Finance Committee.

Randall L. Stephenson

Director since 2016

Chairman and Chief Executive Officer, AT&T. Mr. Stephenson has served as Chairman and Chief Executive Officer of AT&T Inc. since 2007. He served as AT&T’s Chief Operating Officer from 2004 to 2007 and as Senior Executive Vice President and Chief Financial Officer from 2001 to 2004. Mr. Stephenson also serves on the board of Emerson Electric Co.

Mr. Stephenson is a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

Ronald A. Williams

Director since 2010

Former Chairman and Chief Executive Officer, Aetna. Mr. Williams has served as Chairman and Chief Executive Officer of RW2 Enterprises, LLC (consulting) since May 2011. Mr. Williams served as Chairman of Aetna Inc. (managed care and health insurance) from October 2006 to April 2011, having previously served as Chief Executive Officer from February 2006 to November 2010, President from May 2002 to July 2007 and Executive Vice President and Chief of Health Operations from March 2001 to May 2002. Following his retirement in April 2011, he provided consulting services to Aetna until February 2012. Mr. Williams also serves on the boards of American Express Company and Johnson & Johnson.

Mr. Williams is Chair of the Finance Committee and a member of the Audit Committee and the Special Programs Committee.

Mike S. Zafirovski

Director since 2004

Executive Advisor, The Blackstone Group; Former President and Chief Executive Officer, Nortel. Mr. Zafirovski has served as Executive Advisor to The Blackstone Group (private equity) since October 2011 and as President of The Zaf Group (consulting) since November 2012. Previously, Mr. Zafirovski served as Director, President and Chief Executive Officer of Nortel Networks Corporation (telecommunications) from November 2005 to August 2009. Prior to that, Mr. Zafirovski was Director, President and Chief Operating Officer of Motorola, Inc. (global communications) from July 2002 to January 2005, and remained a consultant to and a director of Motorola until May 2005. He served as Executive Vice President and President of the Personal Communications Sector (mobile devices) of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and Chief Executive Officer of five businesses in the consumer, industrial and financial services arenas. Mr. Zafirovski also serves on the board of Stericycle, Inc.

Mr. Zafirovski is a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

Board Committee Charters

The charter for each committee of the board of directors can be found below.

Contact the Board of Directors

There are two ways to contact the Board of Directors:

You may communicate with our Lead Director or with the non-management directors as a group by writing to: Office of the Corporate Secretary Boeing Corporate Offices 100 N. Riverside Plaza MC5003-1001 Chicago, IL 60606-1596

The Corporate Secretary will forward the correspondence to the Lead Director or the non-management directors, as appropriate. Correspondence to the Lead Director should relate to the duties and responsibilities of the Board and its committees.

You may also communicate by e-mail with the Audit Committee by clicking here and completing the provided form.